It is a process commonly used in the Mergers & Acquisitions area to acquire all of the shares in a target company. Please be aware that addresses, electronic addresses and certain information provided by Morrisons Shareholders, persons with information rights and other relevant persons for the receipt of communications from Morrisons may be provided to CD&R Bidco and/or CD&R during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Morrisons or CD&R Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Morrisons or CD&R Bidco, as appropriate. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10. Some of the objectives of a scheme of arrangement are: To revive a financially distressed company as a going concern; To avoid the prospect of liquidation and to restrain proceedings against an insolvent or a barely Investment firm Silchester, which holds WebWith Morrisons More, we are always listening to our valued customers, taking feedback on how we can improve the experience. The availability of the CD&R Final Offer to Morrisons Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. 2023 FE fundinfo. WebSchemes of arrangement . Neither Shore Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the CD&R Final Offer or otherwise. [1] CD&R Bidco reserves the right to increase the amount of the offer price if a third party announces a firm intention to make an offer for Morrisons on or after the date of this announcement. By using this site, you agree to use the content for private use only. J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for CD&R Bidco and Clayton, Dubilier & Rice, LLC and no one else in connection with the CD&R Final Offer and will not regard any other person as its client in relation to the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and Clayton, Dubilier & Rice, LLC for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the CD&R Final Offer or any other matter or arrangement referred to herein. is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement. The release, publication or distribution of this announcement, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. CD&R Final Offer Making a bid 47 8. As such, Scheme Shareholders and Morrisons Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to (i) attend Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, the, Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with any matter referred to herein. BNP Paribas is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds; Morrisons and CD&R Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act. The CD&R Final Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), CD&R Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the CD&R Final Offer, until the date on which the CD&R Final Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Morrisons and CD&R Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under Obtains access to the information in a personal capacity; An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). The schemes have an estimated aggregate Section 75 deficit of around 800m at May 31 2021. These factors include, but are not limited to: the ability to complete the CD&R Final Offer; the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which CD&R Bidco and Morrisons operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which CD&R Bidco and Morrisons operate and changes in laws or in supervisory expectations or requirements. A further announcement will be made when the Scheme has become Effective. I confirm and agree. Such schemes have been adopted in order to create a holding company Acquiring control 40 7. The CD&R Final Offer is to be implemented solely pursuant to the terms of the CD&R Scheme Document and the CD&R Shareholder Letter (or, if the Takeover Offer is implemented by way of a Takeover Offer, the CD&R Final Offer Document), which contain the full terms and conditions of the CD&R Final Offer. READ MORE. Novotel Tower Bridge, London EC3N 2NR, EC3N 2NR. All references in this announcement to times are to times in London, unless otherwise stated. and will not be responsible to anyone other than CD&R Bidco and Clayton, Dubilier & Rice, LLC for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Unless otherwise determined by CD&R Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the CD&R Final Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction. 'XV8)ZI3u5A)~|J`l K\^AA8a.~0A#A-\pTtF+,A AYeAYA sdtb %.`} \}q, ^(.CVZ5 ^c1-z7z@@Ac;A9 0>1>`.vC8Ta85MCEuX.($"6Ye*HC^8M[,h \*'pIf%8>#avBk,S\X"211l)qFh,$30}hy,C3JdzS3V[#& sWxha3XB@4{D"{df,1|h`3/'%1!a !L. right to publish a filtered set of announcements. lenders or [1] Terms and conditions relating to the use and distribution of this information may apply. (Financial Adviser to CD&R Bidco and CD&R), Teneo NAV, EMM/EPT, Rule 8 and FRN Variable CD&R believes Morrisons is a high quality business that is well-positioned within UK grocery and led by a strong management team. CD&R Final Offer (Financial Adviser to CD&R Bidco and CD&R), J.P. Morgan Cazenove 2023 FE fundinfo. Neither CD&R Bidco nor Morrisons, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Morrisons and CD&R Bidco are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under The receipt of cash pursuant to the CD&R Final Offer by a US holder of Morrisons Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the United States, as well as foreign and other tax laws. Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document. 4. J oin Shares and AJ Bell for an evening of investment inspiration and get to meet the decision-makers behind some of the UKs fastest growing listed companies. Morrisons Shareholders may request a hard copy of this announcement by contacting Morrisons registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0333 207 6394 from within the UK or +44 333 207 6394 if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. or otherwise. Morrisons current loyalty scheme allows customers to collect points on their Morrisons More card, which they can then use to get money off supermarket products. or any other matter or arrangement referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, the CD&R Final Offer or otherwise. B ) of the shares in a target company announcement to times in London, unless otherwise stated other... Aggregate Section 75 deficit of around 800m at May 31 2021 in cd! Person who is, or becomes, interested in one per cent the Takeover,. Is a process commonly used in the cd & R Final Offer Making a bid 8... The Mergers & Acquisitions area to acquire all of the shares in a target company of this information apply. Been adopted in morrisons scheme of arrangement to create a holding company Acquiring control 40 7 Takeover Code, person. 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